HomeMy WebLinkAbout1999-062 Council ResolutionExtract of Minutes of Meeting
of the City Council of the City of
Lino Lakes, Anoka County, Minnesota
Pursuant to due call and notice thereof, a , !p'] [special] meeting of the City Council of
the City of Lino Lakes, Minnesota, was duly held in the City Hall in said City on Tuesday, August
24, 1999, commencing at 4:05 o'clock P.M.
The following members were present:
Kimberly Sullivan, John Bergeson and Caroline Dahl
and the following were absent: Christopher Lydell and Wesley Neal
* * *
The Mayor announced that the next order of business was consideration of the proposals
which had been received for the purchase of the City's $680,000 General Obligation Water
Utility Revenue Refunding Bonds, Series 1999B.
The City Clerk -Treasurer presented a tabulation of the proposals which had been received
in the manner specified in the Official Terms of Proposal for the Bonds. The proposals were as
follows:
BMB-167651
LN 140-68
85 E. SEVENTH PLACE, SUITE 100
SAINT PAUL, MN 55101-2887
651-223-3000 FAX: 651-223-3002
$680,000*
CITY OF LINO LAKES, MINNESOTA
GENERAL OBLIGATION WATER UTILITY
REVENUE REFUNDING BONDS, SERIES 1999B
(BOOK ENTRY ONLY)
AWARD: JOHN G. KINNARD & COMPANY, INCORPORATED
SALE: August 24, 1999
SPRINGSTED
Public Finance Advisors
Moody's Rating: A3
Bidder
Interest
Rates
Price
Net Interest True Interest
Cost Rate
--JOHN G. KINNARD & COMPANY
MILLER, JOHNSON & KUEHN, INC.
CRONIN & COMPANY, INCORPORATED
NORWEST INVESTMENT SERVICES, INC.
4.25% 2002
4.35% 2003
4.45% 2004
4.60% 2005
4.70% 2006
4.80% 2007
4.90% 2008
4.55% 2002-2005
4.65% 2006
4.75% 2007
4.85% 2008
4.25% 2002
4.40% 2003
4.50% 2004
4.65% 2005
4.75% 2006
4.90% 2007
5.00% 2008
4.625% 2002-2004
4.70% 2005
4.80% 2006
4.90% 2007
5.00% 2008
$674,560.00 $184,637.08 4.8305%
$674,560.00 $184,764.17 4.8374%
$675,240.00 $186,641.88 4.8786%
$674,560.00 $189,836.67 4.9689%
These Bonds are being reoffered at par.
BBI: 5.65%
Average Maturity: 5.63 Years
Subsequent to bid opening, the issue size was not changed.
SAINT PAUL, MN • MINNEAPOLIS, MN • MILWAUKEE, WI • OVERLAND PARK, KS • WASHINGTON, DC • DES MOINES, IA
After due consideration of the proposals, Member Dahl then introduced
the following written resolution, the reading of which was dispensed with by unanimous consent,
and moved its adoption:
In accordance with the official Terms of Proposal, the following adjustments were made: None
Principal Amount:
Maturities:
Minimum Purchase Price:
RESOLUTION NO. 99-62
A RESOLUTION AWARDING THE SALE OF $680,000
GENERAL OBLIGATION WATER UTILITY REVENUE
REFUNDING BONDS, SERIES 1999B;
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
PROVIDING FOR THEIR PAYMENT; PROVIDING FOR THE
ESCROWING AND INVESTMENT OF THE PROCEEDS THEREOF;
AND PROVIDING FOR THE REDEMPTION OF
BONDS REFUNDED THEREBY.
BE IT RESOLVED By the City Council of the City of Lino Lakes, Anoka County,
Minnesota (the "City"), as follows:
Section 1. Sale of Bonds.
1.01. The proposal of John G. Kinnard & Co. , Inc. (the
"Purchaser") to purchase $ 680, 000 General Obligation Water Utility Revenue Refunding
Bonds, Series 1999B (the "Bonds") of the City described in the Official Terms of Proposal therefor
is determined to be a reasonable offer and is accepted, the proposal being to purchase the Bonds at a
price of $ 674, 560 plus accrued interest to date of delivery, for Bonds bearing interest as
follows:
BMB-167651
LN 140-68
Year of Interest Year of Interest
Maturity Rate Maturity Rate
2002 4.25% 2006 4.70%
2003 4.35 2007 4.80
2004 4.45 2008 4.90
2005 4.60
True interest cost: 4.8305 %
1.02. The sum of $ -0- , being the amount proposed by the Purchaser in excess
of $ 674, 560 , is credited to the Escrow Account or the debt service account hereinafter
created, or designated to pay costs of issuance of the Bonds, as the case may be. The City Clerk -
Treasurer is directed to retain the good faith check of the Purchaser, pending completion of the sale
of the Bonds, and to return the good faith checks of the unsuccessful proposers forthwith. The
Mayor and City Clerk -Treasurer are directed to execute a contract with the Purchaser on behalf of
the City.
1.03. The City will forthwith issue and sell the Bonds pursuant to Minnesota Statutes,
Chapter 475 (the "Act") in the total principal amount of $ 680 ,000 , originally dated
,.� September 1, 1999, in the denomination of $5,000 each or any integral multiple thereof, numbered
No. R-1, upward, bearing interest as above set forth, and maturing serially, without option of prior
payment, on February 1 in the years and amounts as follows:
Year Amount Year Amount
2002 $85,000 2006 $105,000
2003 85,000 2007 105,000
2004 90,000 2008 115,000
2005 95,000
Section 2. Registration and Payment.
2.01. Registered Form. The Bonds will be issued only in fully registered form. The
interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by
check or draft issued by the Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest
payment date preceding the date of authentication to which interest on the Bond has been paid or
made available for payment, unless (i) the date of authentication is an interest payment date to
which interest has been paid or made available for payment, in which case the Bond will be dated
as of the date of authentication, or (ii) the date of authentication is prior to the first interest payment
date, in which case the Bond will be dated as of September 1, 1999. The interest on the Bonds is
payable on February 1 and August 1 of each year, commencing August 1, 2000, to the registered
BMB-167651
LN 140-68
owners of record as of the close of business on the fifteenth day of the immediately preceding
month, whether or not that day is a business day.
2.03. Registration. The City will appoint a bond registrar, transfer agent, authenticating
agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of the
City and the Registrar with respect thereto are as follows:
(a) Register. The Registrar must keep at its principal corporate trust office a
bond register in which the Registrar provides for the registration of ownership of Bonds and
the registration of transfers and exchanges of Bonds entitled to be registered, transferred or
exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by
the registered owner thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney
duly authorized by the registered owner in writing, the Registrar will authenticate and
deliver, in the name of the designated transferee or transferees, one or more new Bonds of a
like aggregate principal amount and maturity, as requested by the transferor. The Registrar
may, however, close the books for registration of any transfer after the fifteenth day of the
month preceding each interest payment date and until that interest payment date.
(c) Exchange of Bonds. When Bonds are surrendered by the registered owner
for exchange the Registrar will authenticate and deliver one or more new Bonds of a like
aggregate principal amount and maturity as requested by the registered owner or the
owner's attorney in writing.
(d) Cancellation. Bonds surrendered upon transfer or exchange will be
promptly cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When a Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is
satisfied that the endorsement on the Bond or separate instrument of transfer is valid and
genuine and that the requested transfer is legally authorized. The Registrar will incur no
liability for the refusal, in good faith, to make transfers which it, in its judgment, deems
improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person
in whose name a Bond is registered in the bond register as the absolute owner of the Bond,
whether the Bond is overdue or not, for the purpose of receiving payment of, or on account
of, the principal of and interest on the Bond and for all other purposes, and payments so
made to a registered owner or upon the owner's order will be valid and effectual to satisfy
and discharge the liability upon the Bond to the extent of the sum or sums so paid.
BMB-167651
LN 140-68
(g) Taxes, Fees and Charges. The Registrar may impose a charge upon the
owner thereof for a transfer or exchange of Bonds sufficient to reimburse the Registrar for
any tax, fee or other governmental charge required to be paid with respect to the transfer or
exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated
or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number,
maturity date and tenor in exchange and substitution for and upon cancellation of the
mutilated Bond or in lieu of and in substitution for any Bond destroyed, stolen or lost, upon
the payment of the reasonable expenses and charges of the Registrar in connection
therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar
of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of the
ownership thereof, and upon furnishing to the Registrar an appropriate bond or indemnity in
form, substance and amount satisfactory to it and as provided by law, in which both the City
and the Registrar must be named as obligees. Bonds so surrendered to the Registrar will be
cancelled by the Registrar and evidence of such cancellation must be given to the City. If
the mutilated, destroyed, stolen or lost Bond has already matured or been called for
redemption in accordance with its terms it is not necessary to issue a new Bond prior to
payment.
2.04. Appointment of Initial Registrar. The City appoints U.S. Bank Trust National
Association, Saint Paul, Minnesota, as the initial Registrar. The Mayor and the City Clerk -
Treasurer are authorized to execute and deliver, on behalf of the City, a contract with the Registrar.
Upon merger or consolidation of the Registrar with another corporation, if the resulting
corporation is a bank or trust company authorized by law to conduct such business, the resulting
corporation is authorized to act as successor Registrar. The City agrees to pay the reasonable and
customary charges of the Registrar for the services performed. The City reserves the right to
remove the Registrar upon 30 days' notice and upon the appointment of a successor Registrar, in
which event the predecessor Registrar must deliver all cash and Bonds in its possession to the
successor Registrar and must deliver the bond register to the successor Registrar. On or before each
principal or interest due date, without further order of this Council, the City must transmit to the
Registrar moneys sufficient for the payment of all principal and interest then due.
2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the
direction of the City Clerk -Treasurer and executed on behalf of the City by the signatures of the
Mayor and the City Clerk -Treasurer; provided, that all signatures may be printed, engraved or
lithographed facsimiles of the originals. If an officer whose signature or a facsimile of whose
signature appears on the Bonds ceases to be such officer before the delivery of any Bond, that
signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the
officer had remained in office until delivery. Notwithstanding such execution, a Bond will not be
valid or obligatory for any purpose or entitled to any security or benefit under this Resolution
BMB-167651
LN 140-68
unless and until a certificate of authentication on the Bond has been duly executed by the manual
signature of an authorized representative of the Registrar. Certificates of authentication on different
Bonds need not be signed by the same representative. The executed certificate of authentication on
each Bond is conclusive evidence that it has been authenticated and delivered under this
Resolution. When the Bonds have been so prepared, executed and authenticated, the City will
deliver the same to the order of the Purchaser upon payment of the purchase price in accordance
with the contract of sale heretofore made and executed, and the Purchaser is not obligated to see to
the application of the purchase price.
2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Bonds
one or more typewritten temporary Bonds in substantially the form set forth in Section 3 with such
changes as may be necessary to reflect more than one maturity in a single temporary bond. Upon
the execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and
cancelled.
Section 3. Form of Bond.
3.01. The Bonds will be printed or typewritten in substantially the following form:
[Face of the Bond]
No. R -
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF ANOKA
CITY OF LINO LAKES
GENERAL OBLIGATION WATER UTILITY REVENUE REFUNDING BOND, SERIES
1999B
Rate Maturity Original Issue CUSIP
February 1 September 1, 1999
Registered Owner: Cede & Co.
The City of Lino Lakes, Minnesota, a duly organized and existing municipal corporation in
Anoka County, Minnesota (the "City"), acknowledges itself to be indebted and for value received
promises to pay to the Registered Owner specified above or registered assigns the Principal
Amount set forth above on the Maturity Date specified above, without option of prior payment, and
to pay interest thereon from the date hereof at the annual rate specified above, payable February 1
BMB-167651
LN 140-68
and August 1 in each year, commencing August 1, 2000, to the person in whose name this Bond is
registered at the close of business on the fifteenth day (whether or not a business day) of the
immediately preceding month. The interest hereon and, upon presentation and surrender hereof, the
principal hereof are payable in lawful money of the United States of America by check or draft by
U.S. Bank Trust National Association, Saint Paul, Minnesota, as Bond Registrar, Paying Agent,
Transfer Agent and Authenticating Agent, or its designated successor under the Resolution
described herein. For the prompt and full payment of such principal and interest as the same
respectively become due, the full faith and credit and taxing powers of the City have been and are
hereby irrevocably pledged.
The City Council has designated the issue of Bonds of which this Bond forms a part as
"qualified tax exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue
Code of 1986, as amended (the "Code"), relating to disallowance of interest expense for financial
institutions and within the $10 million limit allowed by the Code for the calendar year of issue.
This Bond is one of an issue in the aggregate principal amount of $ , all of like
original issue date and tenor, except as to number, maturity date and interest rate, all issued
pursuant to a resolution adopted by the City Council on August 24, 1999 (the "Resolution"), for the
purpose of providing money to refund in advance of maturity of the outstanding principal amount
of certain general obligation bonds of the City, pursuant to and in full conformity with the home
rule charter of the City and the Constitution and laws of the State of Minnesota, including
Minnesota Statutes, Sections 475.67, Subdivisions 4 through 12. The interest hereon to and
including February 1, 2001 is payable from the Escrow Account described in the Resolution, and
thereafter, the principal hereof and interest hereon are payable primarily from net revenues of the
water system of the City in a special debt service fund of the City, as set forth in the Resolution, to
which reference is made for a full statement of rights and powers thereby conferred. The full faith
and credit of the City are irrevocably pledged for payment of this Bond and the City Council has
obligated itself to levy ad valorem taxes on all taxable property in the City in the event of any
deficiency in net water system revenues pledged, which taxes may be levied without limitation as
to rate or amount. The Bonds of this series are issued only as fully registered Bonds in
denominations of $5,000 or any integral multiple thereof of single maturities.
IT IS HEREBY CERTIFIED AND RECITED That in and by the Resolution, the City has
covenanted and agreed that it will continue to own and operate the water system free from
competition by other like utilities; that adequate insurance on said system and suitable fidelity
bonds on employees will be carried; that proper and adequate books of account will be kept
showing all receipts and disbursements relating to the Water Fund, into which it will pay all of the
gross revenues from the water system; that it will also create and maintain a Refunding Bonds,
Series 1999B Debt Service Fund, into which it will pay, out of the net revenues from the water
system a sum sufficient to pay principal hereof and interest hereon when due; and that it will
provide, by ad valorem tax levies, for any deficiency in required net water system revenues.
BMB-167651
LN 140-68
As provided in the Resolution and subject to certain limitations set forth therein, this Bond
is transferable upon the books of the City at the principal office of the Bond Registrar, by the
registered owner hereof in person or by the owner's attorney duly authorized in writing, upon
surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar,
duly executed by the registered owner or the owner's attorney; and may also be surrendered in
exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City
will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of
the same aggregate principal amount, bearing interest at the same rate and maturing on the same
date, subject to reimbursement for any tax, fee or governmental charge required to be paid with
respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of
receiving payment and for all other purposes, and neither the City nor the Bond Registrar will be
affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the home rule charter of the City and the Constitution and laws of
the State of Minnesota to be done, to exist, to happen and to be performed preliminary to and in the
issuance of this Bond in order to make it a valid and binding general obligation of the City in
accordance with its terms, have been done, do exist, have happened and have been performed as so
required, and that the issuance of this Bond does not cause the indebtedness of the City to exceed
any constitutional, statutory or charter limitation of indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to any security or benefit
under the Resolution until the Certificate of Authentication hereon has been executed by the Bond
Registrar by manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Lino Lakes, Anoka County, Minnesota, by its City
Council, has caused this Bond to be executed on its behalf by the facsimile or manual signatures of
the Mayor and City Clerk -Treasurer and has caused this Bond to be dated as of the date set forth
below.
DATED:
CITY OF LINO LAKES, MINNESOTA
(facsimile) (facsimile)
City Clerk -Treasurer Mayor
BMB-167651
LN 140-68
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
U.S. BANK TRUST NATIONAL
ASSOCIATION
By
Authorized Representative
The following abbreviations, when used in the inscription of the face of this Bond, will be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants UNIF GIFT MIN ACT Custodian
in common (Cust) (Minor)
TEN ENT -- as tenants under Uniform Gifts or
by entireties Transfers to Minors
JT TEN -- as joint tenants with
right of survivorship and
not as tenants in common
Act
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all
rights thereunder, and does hereby irrevocably constitute and appoint
attorney to transfer the said Bond on the books
kept for registration of the within Bond, with full power of substitution in the premises.
Dated:
BMB-167651
LN 140-68
Notice: The assignor's signature to this assignment must correspond with the name
as it appears upon the face of the within Bond in every particular, without
alteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a member of the Medallion Signature Program.
The Bond Registrar will not effect transfer of this Bond unless the information concerning
the assignee requested below is provided.
Name and Address:
(Include information for all joint owners if this Bond
is held by joint account)
Please insert social security or other
identifying number of assignee:
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on the
books of the Registrar in the name of the person last noted below.
Date of Registration
BMB-167651
LN 140-68
Registered Owner Officer of Registrar
Cede & Co.
Federal ID #13-2555119
Section 4. Payment; Security; Pledges and Covenants.
4.01. (a) Interest on the Bonds to and including February 1, 2001 is payable from the
Escrow Account established pursuant to the Escrow Agreement described herein. Thereafter, the
Bonds are payable from the Debt Service Fund created hereby.
(b) The City will create and continue to operate its Water Fund, to which will be
credited all gross revenues of the water system and out of which will be paid all normal and
reasonable expenses of current operations of the water system. Any balance therein will be deemed
net revenues and will be transferred from time to time, to a General Obligation Water Utility
Revenue Refunding Bonds, Series 1999B Debt Service Fund (the "Debt Service Fund") hereby
created in the Water Fund, which fund will be used only to pay principal of and interest on the
Bonds and any other bonds similarly authorized. The debt service fund (but not the construction
fund), heretofore established for the Refunded Bonds in the resolution providing for the issuance
and sale of the Refunded Bonds is terminated, and all monies therein are thereby transferred to the
Debt Service Fund herein created; provided, however, that the City Clerk -Treasurer is hereby
authorized and directed to transfer from said Debt Service Fund those amounts determined by
actuarial calculation at the time of delivery of the Bonds to be necessary to properly fund the
Escrow Account established by Section 5 of this resolution. The Water Fund Accounts established
in the resolution awarding the sale of the Refunded Bond are continued and will be maintained as
therein provided. These accounts are the Operations Account, the Sinking Fund Account, the
Construction Account and the Surplus Account. There will always be retained in the Debt Service
Fund a sufficient amount to pay principal of and interest on all the Bonds, and the City Clerk -
Treasurer will report any current or anticipated deficiency in the Debt Service Fund to the City
Council.
4.02. It is determined that the net revenues will produce at least five percent in excess of
the amount needed to meet when due the principal and interest payments on the Bonds and that no
tax levy is needed at this time.
4.03. The City Clerk -Treasurer is directed to file a certified copy of this resolution with
the County Auditor of Anoka County and to obtain the certificate required by Section 475.63 of the
Act.
4.04. The City Council covenants and agrees with the holders of the Bonds that so long as
any of the Bonds remain outstanding and unpaid, it will keep and enforce the following covenants
and agreements:
(a) The City will continue to maintain and efficiently operate the water system
as a public utility and convenience free from competition of other like utilities and will
cause all revenues therefrom to be deposited in bank accounts and credited to the water
BMB-167651
LN 140-68
system accounts as hereinabove provided, and will make no expenditures from said
accounts except for a duly authorized purpose and in accordance with this resolution.
(b) The City will also maintain the Debt Service Fund as a separate account in
the Water Fund and will cause money to be credited thereto from time to time, out of net
revenues from the water system, in sums sufficient to pay principal of and interest on the
Bonds when due.
(c) The City will keep and maintain proper and adequate books of records and
accounts separate from all other records of the City in which will be complete and correct
entries as to all transactions relating to the water system and which will be open to
inspection and copying by any bondholder, the bondholder's agent or attorney, at any
reasonable time, and it will furnish certified transcripts therefrom upon request and upon
payment of a reasonable fee therefor, and said account will be audited at least annually by a
qualified public accountant and statements of such audit and report will be furnished to all
bondholders upon request.
(d) The City Council will cause all persons handling revenues of the water
system to be bonded in reasonable amounts for the protection of the City and the
bondholders and will cause the funds collected on account of the operations of the water
system to be deposited in a bank whose deposits are guaranteed under the Federal Deposit
Insurance Law.
(e) The Council will keep the water system insured at all times against loss by
fire, tornado and other risks customarily insured against with an insurer or insurers in good
standing, in such amounts as are customary for like plants, to protect the holders, from time
to time, of the Bonds and the City from any loss due to any such casualty and will apply the
proceeds of such insurance to make good any such loss.
(f) The City and each and all of its officers will punctually perform all duties
with reference to the water plant and system as required by the laws of the State of
Minnesota.
(g) The City will impose and collect charges of the nature authorized by
applicable Minnesota Statutes, at the times and in the amounts required to produce net
revenues adequate to pay all principal and interest when due on the Bonds and to create and
maintain such reserves securing said payments as may be provided in this resolution.
(h) The City Council will levy general ad valorem taxes on all taxable property
in the City when required to meet any deficiency in net revenues pledged for payment of the
Bonds.
BMB-167651
LN140-68
4.05. Prior Resolution Pledges. The pledges and covenants of the City made by the
resolution awarding the sale of the Refunded Bonds (the "Prior Resolution") relating to the
ownership, protection of and other particulars governing the operation and financial management of
the municipal water system and the improvements thereto financed by the Bonds and the Refunded
Bonds are restated and confirmed in all respects. The provisions of the Prior Resolution are hereby
supplemented to the extent necessary to give full effect to the provisions of this resolution.
Section 5. Refunding; Findings; Redemption of Refunded Bonds.
5.01. It is hereby found and determined that based upon information presently available
from the City's financial advisers, the issuance of the Bonds will result in a reduction of debt
service or interest cost to the City on the Refunded Bonds as follows:
Net Effective Refunded Refunding
Interest Rate Bonds Bonds
6.656% 4.822%
The dollar value of such debt service or interest cost savings (the "Reduction") is $ 22, 367.50 ,
and the present value of the Reduction is $ 18, 249.34 . The dollar amount of the Reduction
is 3.104 % of the debt service [ztxi on the Refunded Bonds. The Reduction, after
the inclusion of all authorized expenses of refunding in the computation of the effective interest rate
on the Bonds, is adequate to authorize the issuance of the Bonds as provided by Minnesota Statutes,
Section 475.67, Subdivision 12.
5.02. It is necessary to purchase from Bond proceeds investment securities required to
fund the Escrow Account pursuant to this Resolution. Springsted Incorporated, as agent for the
City is hereby authorized and directed to purchase (or to cause the Escrow Agent to purchase) for
and on behalf of the City and in its name, appropriate securities to fund the Escrow Account. Upon
the issuance and delivery of the Bonds, the securities so purchased will be deposited with the
Escrow Agent and held pursuant to the terms of the Escrow Agreement and this Resolution. As of
the date of delivery of and payment for the Bonds the proceeds of the Bonds (the "Proceeds"), in
the amount of $ 676,472.47 together with other funds (the "Funds") in the amount of
$ -0- are hereby appropriated for such purpose as will be necessary to pay the principal
of, interest on and redemption premium (if any) on the Refunded Bonds to their maturity or the date
on which they are called for redemption, whichever date is earlier, less necessary expenses of the
issuance of the Bonds and less any amount of Proceeds in excess of $ 674,560 required to
be deposited in the Debt Service Fund, are hereby pledged and appropriated and will be deposited
BMB-167651
LN140-68
in an escrow account (the "Escrow Account") with U.S. Bank Trust National Association, Saint
Paul, Minnesota, a suitable financial institution within the state, whose deposits are insured by the
Federal Deposit Insurance Corporation, whose combined capital and surplus is not less than
$500,000 and said financial institution is hereby designated escrow agent (the "Escrow Agent") for
such Proceeds and Funds. The Proceeds and Funds will be invested in securities maturing or
callable at the option of the holder on such dates and bearing interest at such rates as will be
required to provide sufficient funds, together with any cash or other funds retained in the Escrow
Account, to pay when due the interest to accrue on each of the Refunded Bonds at maturity or on
the date on which it is called as herein provided and to pay the principal amount of each such
obligation at maturity or on the date on which it has been called for redemption and to pay any
premium required for redemption on such date. The monies in the Escrow Account will be used
solely for the purposes herein set forth and for no other purpose, except that if any surplus will
remain in the Escrow Account after all of the Refunded Bonds and interest (and any premium)
thereon are paid, then such balance will be transferred to the City.
5.03. No portion of the proceeds of the Bonds will be used directly or indirectly to acquire
higher yielding investments or to replace funds which were used directly or indirectly to acquire
higher yielding investments, except (i) for a reasonable temporary period until such proceeds are
needed for the purpose for which the Bonds were issued, and (ii) in addition to the above, in an
amount not greater than the lesser of five percent of the proceeds of the Bonds or $100,000. To this
effect, any proceeds of the Bonds and any sums from time to time held in the Debt Service Fund (or
any other City account which will be used to pay principal and interest to become due on the
Bonds) in excess of amounts which under the applicable federal arbitrage regulations may be
invested without regard as to yield will not be invested at a yield in excess of the applicable yield
restrictions imposed by the arbitrage regulations on such investments after taking into account any
applicable temporary periods or minor portion made available under the federal arbitrage
regulations. In addition, the proceeds of the Bonds and money in the Fund will not be invested in
obligations or deposits issued by, guaranteed by or insured by the United States or any agency or
instrumentality thereof if and to the extent that such investment would cause the Bonds to be
federally guaranteed within the meaning of Section 149(b) of the Internal Revenue Code of 1986,
as amended (the "Code").
5.04. It is hereby found and determined that the Proceeds and Funds available and
appropriated to the Escrow Account will be sufficient, together with the permitted earnings on the
investment of the Escrow Account, to pay interest on the Bonds to and including February 1, 2001
and to pay on February 1, 2001, all of the principal of, interest on and redemption premium (if any)
on the Refunded Bonds.
5.05. Securities purchased from the monies in the Escrow Account will be limited to
securities specified in Section 475.67, Subdivision 8 of the Act. Springsted Incorporated, as agent
for the City is hereby authorized and directed to purchase (or to cause the Escrow Agent to
purchase) for and on behalf of the City and in its name, appropriate securities to fund the Escrow
BMB-167651
LN 140-68
Account. Upon the issuance and delivery of the Bonds, the securities so purchased will be
deposited with the Escrow Agent and held pursuant to the terms of the Escrow Agreement and the
Resolution.
5.06. The Refunded Bonds maturing on February 1, 2002 and thereafter will be redeemed
and prepaid on February 1, 2001. The Refunded Bonds will be redeemed and prepaid in
accordance with their terms and in accordance with the terms and conditions set forth in the forms
of Notice of Call for Redemption attached to the Escrow Agreement, which terms and conditions
are hereby approved and incorporated herein by reference. The City Clerk -Treasurer is hereby
authorized and directed to forthwith publish the Notice of Call for Redemption in a publication
qualified under Section 475.54 of the Act and to send written notices of call to the paying agent for
the Refunded Bonds, provided that published notice alone will be effective.
5.07. General Obligation Pledge. For the prompt and full payment of the principal and
interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers
of the City will be and are hereby irrevocably pledged. If the balance in the Escrow Account or
Debt Service Fund is ever insufficient to pay all principal and interest then due on the Bonds and
any other bonds payable therefrom, the deficiency will be promptly paid out of monies in the
general fund of the City which are available for such purpose, and such general fund may be
reimbursed with or without interest from the Escrow Account or Debt Service Account when a
sufficient balance is available therein.
5.08. Escrow Agreement. On or prior to the delivery of the Refunding Bonds, the Mayor
and the City Clerk -Treasurer are hereby authorized and directed to execute on behalf of the City an
escrow agreement (the "Escrow Agreement") with the Escrow Agent in substantially the form now
on file with the City. All essential terms and conditions of the Escrow Agreement, including
payment by the City of reasonable charges for the services of the Escrow Agent, are hereby
approved and adopted and made a part of this resolution, and the City covenants that it will
promptly enforce all provisions thereof in the event of default thereunder by the Escrow Agent.
Section 6. Authentication of Transcript.
6.01. The officers of the City are authorized and directed to prepare and furnish to the
Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records of
the City relating to the Bonds and to the financial condition and affairs of the City, and such other
certificates, affidavits and transcripts as may be required to show the facts within their knowledge
or as shown by the books and records in their custody and under their control, relating to the
validity and marketability of the Bonds and such instruments, including any heretofore furnished,
will be deemed representations of the City as to the facts stated therein.
6.02. The Mayor and City Clerk -Treasurer are hereby authorized and directed to certify
that they have examined the Official Statement prepared and circulated in connection with the
BMB-167651
LN 140-68
issuance and sale of the Bonds and that to the best of their knowledge and belief the Official
Statement is a complete and accurate representation of the facts and representations made therein as
of the date of the Official Statement.
Section 7. Tax Covenants.
7.01. The City covenants and agrees with the holders from time to time of the Bonds that
it will not take or permit to be taken by any of its officers, employees or agents any action which
would cause the interest on the Bonds to become subject to taxation under the Internal Revenue
Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder, in
effect at the time of such actions, and that it will take or cause its officers, employees or agents to
take, all affirmative action within its power that may be necessary to ensure that such interest will
not become subject to taxation under the Code and applicable Treasury Regulations, as presently
existing or as hereafter amended and made applicable to the Bonds.
7.02. (a) The City will comply with requirements necessary under the Code to establish
and maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the
Code, including without limitation requirements relating to temporary periods for investments,
limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of
-- excess investment earnings to the United States if the Bonds (together with other obligations
reasonably expected to be issued in calendar year 1999) exceed the small -issuer exception amount
of $5,000,000.
(b) For purposes of qualifying for the small issuer exception to the federal arbitrage
rebate requirements, the City finds, determines and declares that the aggregate face amount of all
tax-exempt bonds (other than private activity bonds) issued by the City (and all subordinate entities
of the City) during the calendar year in which the Bonds are issued and outstanding at one time is
not reasonably expected to exceed $5,000,000, all within the meaning of Section 148(f)(4)(C) of
the Code, and further finds, determines and declares that the aggregate amount of all tax-exempt
bonds (other than private activity bonds) issued by the City in 1992 (the year the Refunded Bonds
were issued) did not exceed $5,000,000, and that the average maturity date of the Bonds is not later
than the average maturity date of the Refunded Bonds.
7.03. The City further covenants not to use the proceeds of the Bonds or to cause or
permit them or any of them to be used, in such a manner as to cause the Bonds to be "private
activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code.
7.04. In order to qualify the Bonds as "qualified tax-exempt obligations" within the
meaning of Section 265(b)(3) of the Code, the City makes the following factual statements and
representations:
BMB-167651
LN 140-68
(a) the Bonds are not "private activity bonds" as defined in Section 141 of the
Code;
(b) the City hereby designates the Bonds as "qualified tax-exempt obligations"
for purposes of Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations (other than
private activity bonds, that are not qualified 501(c)(3) bonds) which will be issued by the
City (and all subordinate entities of the City) during calendar year 1999 will not exceed
$10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City during calendar
year 1999 have been designated for purposes of Section 265(b)(3) of the Code.
7.05. The City will use its best efforts to comply with any federal procedural requirements
which may apply in order to effectuate the designations made by this section.
Section 8. Book -Entry System; Limited Obligation of City.
8.01. The Bonds will be initially issued in the form of a separate single typewritten or
printed fully registered Bond for each of the maturities set forth in Section 1.03 hereof. Upon initial
issuance, the ownership of each Bond will be registered in the registration books kept by the Bond
Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New York,
New York, and its successors and assigns ("DTC"). Except as provided in this section, all of the
outstanding Bonds will be registered in the registration books kept by the Bond Registrar in the
name of Cede & Co., as nominee of DTC.
8.02. With respect to Bonds registered in the registration books kept by the Bond
Registrar in the name of Cede & Co., as nominee of DTC, the City, the Bond Registrar and the
Paying Agent will have no responsibility or obligation to any broker dealers, banks and other
financial institutions from time to time for which DTC holds Bonds as securities depository
(Participants) or to any other person on behalf of which a Participant holds an interest in the Bonds,
including but not limited to any responsibility or obligation with respect to (i) the accuracy of the
records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the Bonds,
(ii) the delivery to any Participant or any other person (other than a registered owner of Bonds, as
shown by the registration books kept by the Bond Registrar), of any notice with respect to the
Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other
person, other than a registered owner of Bonds, of any amount with respect to principal of,
premium, if any, or interest on the Bonds. The City, the Bond Registrar and the Paying Agent may
treat and consider the person in whose name each Bond is registered in the registration books kept
by the Bond Registrar as the holder and absolute owner of such Bond for the purpose of payment of
principal, premium and interest with respect to such Bond, for the purpose of registering transfers
BMB-167651
LN140-68
with respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of,
premium, if any, and interest on the Bonds only to or on the order of the respective registered
owners, as shown in the registration books kept by the Bond Registrar, and all such payments will
be valid and effectual to fully satisfy and discharge the City's obligations with respect to payment
of principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid.
No person other than a registered owner of Bonds, as shown in the registration books kept by the
Bond Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon
delivery by DTC to the City of a written notice to the effect that DTC has determined to substitute a
new nominee in place of Cede & Co., the words "Cede & Co.," will refer to such new nominee of
DTC; and upon receipt of such a notice, the City will promptly deliver a copy of the same to the
Bond Registrar and Paying Agent.
8.03. Representation Letter. The City has heretofore executed and delivered to DTC a
Blanket Issuer Letter of Representations (the "Representation Letter"), which will govern payment
of, premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any Paying
Agent or Bond Registrar subsequently appointed by the City with respect to the Bonds will agree to
take all action necessary for all representations of the City in the Representation Letter with respect
to the Bond Registrar and Paying Agent, respectively, to be complied with at all times.
8.04. Transfers Outside Book -Entry System. In the event the City, by resolution of the
City Council, determines that it is in the best interests of the persons having beneficial interests in
the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC
will notify the Participants, of the availability through DTC of Bond certificates. In such event the
City will issue, transfer and exchange Bond certificates as requested by DTC and any other
registered owners in accordance with the provisions of this Resolution. DTC may determine to
discontinue providing its services with respect to the Bonds at any time by giving notice to the City
and discharging its responsibilities with respect thereto under applicable law. In such event, if no
successor securities depository is appointed, the City will issue and the Bond Registrar will
authenticate Bond certificates in accordance with this resolution and the provisions hereof will
apply to the transfer, exchange and method of payment thereof.
8.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to
the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC,
payments with respect to principal of, premium, if any, and interest on the Bond and notices with
respect to the Bond will be made and given, respectively in the manner provided in DTC's
Operational Arrangements, as set forth in the Representation Letter.
Section 9. Continuing Disclosure.
9.01. The City hereby covenants and agrees that it will comply with and carry out all of the
provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this
Resolution, failure of the City to comply with the Continuing Disclosure Certificate is not to be
BMB-167651
LN 140-68
considered an event of default with respect to the Bonds; however, any Bondholder may take such
actions as may be necessary and appropriate, including seeking mandate or specific performance by
court order, to cause the City to comply with its obligations under this section.
9.02. "Continuing Disclosure Certificate" means that certain Continuing Disclosure
Certificate executed by the Mayor and City Clerk -Treasurer and dated the date of issuance and
delivery of the Bonds, as originally executed and as it may be amended from time to time in
accordance with the terms thereof.
The motion for the adoption of the foregoing resolution was duly seconded by Member
Bergeson , and upon vote being taken thereon, the following voted in favor
thereof: Kimberly Sullivan, John Bergeson and Caroline Dahl
and the following voted against the same: None
whereupon said resolution was declared duly passed and adopted.
BMB-167651
LN 140-68
STATE OF MINNESOTA
COUNTY OF ANOKA
CITY OF LINO LAKES
) SS.
I, the undersigned, being the duly qualified and acting City Clerk -Treasurer of the City of
Lino Lakes, Anoka County, Minnesota, do hereby certify that I have carefully compared the
attached and foregoing extract of minutes of aftlspecialCmeeting of the City Council of the
City held on August 24, 1999, with the original minutes on file in my office and the extract is a full,
true and correct copy of the minutes insofar as they relate to the issuance and sale of
$ 680,000 General Obligation Water Utility Revenue Refunding Bonds, Series 1999B, of the
City.
WITNESS My hand officially as such City Clerk -Treasurer and-
City-this
nd-City this Ll day of August, 1999.
City Clerk -Treasurer
City of Lino Lakes, Minnesota
BMB-167651
LN 140-68